Legal Operating System

MASTER SERVICE AGREEMENT (MSA)

THIS MASTER SERVICE AGREEMENT (the "Agreement") is executed on this [DATE] by and between:

1. [LEGAL ENTITY NAME], trading as "MADPIXEL / MK3 PRODUCTIONS", having its principal place of business at [REGISTERED ADDRESS, STATE], PAN: [PAN], GSTIN: [GSTIN] (hereinafter referred to as "MadPixel", which expression shall unless repugnant to the context include its successors and permitted assigns); AND

2. [CLIENT LEGAL ENTITY NAME], a company / entity incorporated under the laws of [JURISDICTION], having its registered office at [CLIENT ADDRESS], PAN: [CLIENT PAN], GSTIN: [CLIENT GSTIN] (hereinafter referred to as the "Client").

MadPixel and Client are individually referred to as a "Party" and collectively as the "Parties".

WHEREAS:
A. MadPixel is an integrated digital studio engaged in website engineering, creative production, digital marketing, media distribution, and venture building.
B. Client desires to retain MadPixel to provide professional digital services from time to time under individual Statements of Work ("SOW") executed in accordance with this Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. STRUCTURE & STATEMENTS OF WORK
1.1 Each project shall be documented in a written SOW signed by both Parties, specifying scope, deliverables, timeline, milestones, and fees.
1.2 In case of any conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW explicitly overrides a specific clause herein.

2. FEES, TAXES & PAYMENT SUSPENSION
2.1 Client shall pay all fees as specified in each SOW. All invoices are payable within [7 / 14] calendar days of issuance.
2.2 All fees are exclusive of applicable Goods and Services Tax (GST) and other statutory levies, which shall be charged additionally at the prevailing statutory rates.
2.3 Suspension for Non-Payment: If Client fails to pay any undisputed invoice within 7 days of the due date, MadPixel reserves the unconditional right to suspend performance, withhold deliverables, revoke production licenses, and pause staging environments without liability for project delays.
2.4 Late interest shall accrue at the rate of 18% per annum on all overdue amounts from the due date until full settlement.

3. INTELLECTUAL PROPERTY RIGHTS
3.1 MadPixel Background IP: MadPixel retains absolute ownership of all pre-existing IP, proprietary software frameworks, component libraries, UI kits, design systems, algorithms, prompt sequences, video editing templates, scripts, workflows, and generic know-how ("Background IP"). No Background IP is assigned to Client.
3.2 Deliverables: Subject to receipt of full and final payment, MadPixel grants Client an exclusive, perpetual, worldwide license (or outright copyright assignment where specifically agreed in an SOW) to the specific final custom Deliverables created uniquely for Client.
3.3 Section 19 Compliance: In accordance with Section 19 of the Copyright Act, 1957, any assignment of copyright shall be effective only upon full payment of agreed consideration and shall identify the specific deliverables, territory (worldwide), and duration (perpetual). Section 19(4) shall not apply to lapse the assignment after one year.

4. CLIENT RESPONSIBILITIES & DEPENDENCIES
4.1 Client shall supply all necessary materials, logos, copy, API credentials, and approvals within agreed timeframes.
4.2 Project timelines shall automatically extend day-for-day for any Client delay in providing feedback or required access.

5. REPRESENTATIONS, WARRANTIES & INDEMNITY
5.1 Client warrants that all Client-provided assets do not infringe any copyright, trademark, privacy, or proprietary rights of any third party.
5.2 Client shall indemnify, defend, and hold harmless MadPixel, its founders, contractors, and agents against any claims, damages, legal costs, or penalties arising from Client-provided materials, false marketing claims made by Client, or regulatory non-compliance of Client’s business.

6. LIMITATION OF LIABILITY
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE INDIAN LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES, LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS REPUTATION UNDER SECTION 73 OF THE INDIAN CONTRACT ACT, 1872.
6.2 MADPIXEL’S MAXIMUM AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW SHALL BE STRICTLY LIMITED TO THE FEES ACTUALLY RECEIVED BY MADPIXEL UNDER THE APPLICABLE SOW IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. CONFIDENTIALITY
7.1 Each Party agrees to protect the other’s Confidential Information with reasonable care and not disclose it to third parties, except to professional advisors on a need-to-know basis under equivalent obligations. Trade secrets and source code remain protected indefinitely.

8. GOVERNING LAW & DISPUTE RESOLUTION
8.1 This Agreement shall be governed by and construed in accordance with the laws of India.
8.2 Any dispute arising out of this Agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be [CHENNAI / BENGALURU], India. The tribunal shall consist of a sole arbitrator appointed mutually by the Parties. The language of arbitration shall be English.
8.3 Subject to arbitration, the courts of [CHENNAI / BENGALURU] shall have exclusive jurisdiction.